AGREEMENT AND PLAN OF MERGER by and among Gravitas Education Holdings, Inc., Bright Sunlight Limited, Best Assistant Education Online Limited, and solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited dated as of...Agreement and Plan of Merger • April 18th, 2023 • Gravitas Education Holdings, Inc. • Services-educational services • Hong Kong
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 18, 2023 (this “Agreement”), by and among (i) Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii) Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”), (iii) Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”), and (iv) solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited, a Cayman Islands exempted company (“NetDragon”). Each of GEHI, Merger Sub, Best Assistant, NetDragon (solely for purposes of Sections 7.1(d) and 7.4(b)) and eLMTree (as defined below and after its execution of the Joinder) will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
SHARE PURCHASE AGREEMENT by and between Gravitas Education Holdings, Inc. and Rainbow Companion, Inc. Dated as of April 18, 2023Share Purchase Agreement • April 18th, 2023 • Gravitas Education Holdings, Inc. • Services-educational services • Hong Kong
This SHARE PURCHASE AGREEMENT, dated as of April 18, 2023 (this “Agreement”), is entered into by and between Gravitas Education Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”) and Rainbow Companion, Inc., an exempted company organized under the Laws of the Cayman Islands (the “Purchaser”). Parent and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
